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Robertson v. Jacobs Cattle Company

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Date: 
Wednesday, January 9, 2013

James E. Robertson, Patricia Robertson, Duane L. Jacobs and Carolyn Sue Jacobs (Appellants) v. Jacobs Cattle Co., Dennis D. Jacobs, Ardith Jacobs, Trustee of the Leonard Jacobs Family Trust and Ardith Jacobs, Trustee of the Ardith Jacobs Living Revocable Trust.

 

Valley County, Judge Karin Noakes

 

Attorneys:   Patrick Nelson (Appellants) – David Domina and Gregory Jensen

 

Civil:  Partnership

 

Proceedings below:  Dissociation and buy-out order

 

Issues:  1. Determining that plaintiffs failed to prove that events occurred which authorized judicial dissolution of Jacobs Cattle Company under § 67-439(5) of the 1998 UPA; 2. Failing to determine that the economic purpose of Jacobs Cattle Company is likely to be unreasonably frustrated; 3. Failing to determine that a partner in Jacobs Cattle Company other than any of the plaintiffs, specifically Ardith Jacobs, Trustee of the Ardith Jacobs Living Revocable Trust, has engaged in conduct relating to the partnership business which makes it not reasonably practicable to carry on the business in partnership with that partner; 4. Failing to determine that it is not otherwise reasonably practicable to carry on the business of Jacobs Cattle Company in conformity with the partnership's operative partnership agreement; 5. Determining that plaintiff James E. Robertson owed rent to the partnership and failed to pay rent to the partnership; 6. Determining that plaintiffs Duane L. Jacobs and Carolyn Sue Jacobs owed rent to the partnership and failed to pay rent to the partnership; 7. Determining that plaintiffs, and each of them, are expelled from Jacobs Cattle Company under § 67-431(5) of the 1998 UPA; 8. Determining that plaintiffs, and each of them, engaged in wrongful conduct that adversely and materially affected the business of Jacobs Cattle Company; 9. Determining that plaintiffs, and each of them, engaged in conduct relating to the business of Jacobs Cattle Company which makes it not reasonably practicable to carry on the business of the partnership with plaintiffs, and each of them; 10. Determining that plaintiffs, and each of them, are dissociated from Jacobs Cattle Company, and in determining that such determined dissociation was wrongful under § 67-432 of the 1998 UPA; 11. Determining the amount of Jacobs Cattle Company's buy-out of plaintiffs James E. Robertson and Patricia Robertsons' collective interests in the partnership at $556,486.00; 12. Determining the amount of Jacobs Cattle Company's buy-out of plaintiffs Duane L. Jacobs and Jacobs and Carolyn Sue Jacobs' collective interests in the partnership at $555,486.00; 13. Failing to include in the buy-out amounts of each plaintiff one-eighth (1/8) of the net profits which would have resulted from capital gains arising from the liquidation of the assets of Jacobs Cattle Company; 14. Failing to determine that interest on all buy-outs payable to plaintiffs commences accruing on September 20,2 011, the date determined by the trial court that plaintiffs, and each of them, were dissociated from Jacobs Cattle Company; and 15. Determining that the interest rate to be paid by Jacobs Cattle Company to plaintiffs on the amounts of their respective buy-outs is the judgment rate of 2.056%, as opposed to a market rate of interest.

 

Cross-Appeal:  1. The trial Court erred when it held that the date of dissociation by Appellants was September 20, 2011 and not May 2005 when the Appellants failed to pay their rents.  2. The trial Court erred when it determined the value of the partnership assets as of 2011 instead of as of the date of actual dissociation date in 2005.

This page was last modified on Friday, January 11, 2013